Conditions Subsequent to the Closing Date Sample Clauses
The "Conditions Subsequent to the Closing Date" clause defines specific obligations or actions that must be fulfilled by one or more parties after the transaction has closed. Typically, these conditions might include delivering certain documents, obtaining regulatory approvals, or completing post-closing adjustments within a set timeframe. This clause ensures that essential post-closing requirements are clearly outlined and enforceable, thereby reducing the risk of disputes and ensuring the transaction is fully completed as intended.
Conditions Subsequent to the Closing Date. The U.S. Borrower agrees to deliver and cause the Subsidiaries to deliver to the Administrative Agent by the dates indicated below (which dates may be extended by the Administrative Agent at its sole discretion, other than in respect of clause (e)) the following:
(a) subject to Section 4.01 of the U.S. Security Agreement, within 60 days following the Closing Date, deposit account control agreements (other than with respect to Excluded Accounts), duly executed by each depositary bank referred to in the U.S. Security Agreement;
(b) within 60 days following the Closing Date (except as otherwise specified herein), Mortgages covering the Mortgaged Properties, duly executed by Holdings, the U.S. Borrower or the applicable Subsidiary, together with:
(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, and the Liens of the ABL Facility) subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid,
(ii) with respect to the Mortgaged Properties, fully paid First American Title Insurance Company’s title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages of the Mortgaged Properties to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens except as permitted in this Agreement) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL Facility, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Ad...
Conditions Subsequent to the Closing Date. Company shall fulfill, on or before the date applicable thereto (which date can be extended in writing by the Administrative Agent in its sole discretion), each of the conditions subsequent specified in Section 5.15.
Conditions Subsequent to the Closing Date. Borrower shall fulfill, on or before the date applicable thereto (which date can be extended in writing by Administrative Agent in its sole discretion), each of the conditions subsequent specified in Section 5.12.
Conditions Subsequent to the Closing Date. Furnish to the Administrative Agent such items or take such actions as are set forth on Schedule 6.16 that were not delivered or taken on or prior to the Closing Date within the applicable time periods set forth on such Schedule 6.16 (which time periods may be extended at the sole discretion of the Administrative Agent).
Conditions Subsequent to the Closing Date. The Agent shall have received the following, no later than ten (10) Business Days after the Closing Date, each in form and substance satisfactory to the Agent and the Required Holders:
(a) Consents. The Third Party Consents.
Conditions Subsequent to the Closing Date. Company shall fulfill, on or before the date applicable thereto (which date can be extended in writing by the Administrative Agent in its sole discretion), each of the conditions subsequent set forth below (the failure by Company to so perform or cause to be performed constituting a Event of Default).
Conditions Subsequent to the Closing Date. The obligation of Lender to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the following condition subsequent (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) on or prior to the earlier of: (i) within 30 days of the Closing Date or (ii) the initial extension of credit hereunder, Borrowers shall deliver to Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Lender and its counsel;
(b) the Mortgages, which must be completed and recorded on or prior to the earlier of: (i) within 30 days of the Closing Date or (ii) the initial extension of credit hereunder;
(c) Lender shall have received opinions of Borrowers' local counsel with respect to the Mortgages, in form and substance reasonably satisfactory to Lender and Lender's local counsel, on or prior to the earlier of: (i) within 30 days of the Closing Date or (ii) the initial extension of credit hereunder;
(d) on or prior to the earlier of: (i) within 30 days of the Closing Date or (ii) the initial extension of credit hereunder, Lender shall have received Collateral Access Agreements with respect to the following locations: (i) 900 Third Avenue, New York, New York 10022, (ii) 305 East 46th Stree▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,(▇ii) 190▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇) ▇ ▇e▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇elphia, Pennsylvania 1▇▇▇▇, ▇▇▇ (▇▇) ▇▇▇▇ other locations which contain Books and Records; and
(e) Within 20 days of the Closing Date, Lender shall have received all certificates representing the shares of Stock pledged under the Stock Pledge Agreement of Kroll Associates (Asia) Limited, together with blank stock powers.
Conditions Subsequent to the Closing Date. The obligation of Lender to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after the Closing Date, deliver to Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be reasonably satisfactory to Lender and its counsel;
(b) within 30 days after the Closing Date, deliver to Lender Control Agreements with respect to Account Number 4120908090 maintained with ▇▇▇▇▇ Fargo Bank, N.A., and Account Numbers ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, 46891734, 96567334, 93514309 and 26406076 maintained with Citibank, N.A. in form and substance reasonably satisfactory to Lender, all as are required by Section 2.7, the structure and terms and conditions of which shall be reasonably satisfactory to Lender and its counsel;
(1) use its best efforts to deliver to Lender Mortgages, with the consent of the landlord where such consent is required pursuant to the applicable lease, and Collateral Access Agreements with respect to the Borrower's leasehold interests in Real Property occupied by Borrower with respect to leases entered into after the Closing Date and (2) within 30 days after the Closing Date, use its best efforts to deliver to Lender Mortgages, with the consent of the landlord where such consent is required pursuant to the applicable lease, and Collateral Access Agreements with respect to the Guarantors' leasehold interests in the five locations specified in the definition of Major Premises, all in form and substance reasonably satisfactory to Lender and its counsel;
(d) within 60 days after the Closing Date, deliver to Collateral Agent a certificate of status with respect to Borrower, for the jurisdiction of New York, such certificate to be issued by the appropriate officer of the jurisdiction;
(e) within 180 days after the Closing Date, deliver to Lender a certificate of status with respect to Manhattan Bagel Inc. for the jurisdictions of New York, New Jersey and South Carolina and with respect to I. & J. Bagel, Inc. for the jurisdiction of California, such certificates to be issued by the appropriate officer of the jurisdiction;
(f) within 30 days after the Closing Date, deliver to Lender a list of all Material Agreements and materi...
Conditions Subsequent to the Closing Date. Parent and the Borrowers agree to deliver and cause the Subsidiaries to deliver to the Administrative Agent each item listed on Schedule 5.16 by the dates indicated thereon (which dates may be extended by the Administrative Agent at its sole discretion).
Conditions Subsequent to the Closing Date. Borrowers shall satisfy or cause each of the following to be satisfied, in a manner satisfactory to Agent, within the time periods set forth below (it being understood that (i) the failure by the Borrowers to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (ii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached, the Lenders hereby waive such breach for the period from the Closing Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 6.4):